Athene Holding Ltd and Athene Life Re Ltd reach credit agreement with Syndicate Banks


On July 1, 2022, Athene Holding Ltd. and Athene Life Re Ltd., an indirect wholly-owned subsidiary of the Company (“Athene Life Re” and, together with the Company, the “Borrowers” ​​#148; and individually, a “Borrower”, entered into a credit agreement with a syndicate of banks, including Wells Fargo Bank, National Association, as administrative agent (“Administrative Agent”), and the other lenders named therein (the "Credit Agreement"). The credit agreement permits borrowings of up to $2.30 billion, subject to increase to $3.00 billion under the terms described in the credit agreement, on a revolving basis. The Credit Agreement is entered into to facilitate and optimize the Borrowers’ available funding commitments for cash and working capital requirements to accommodate short-term cash flows and investment timing differences of the Borrowers and certain of their subsidiaries. The borrowers expect to use the borrowings under the credit agreement on a regular basis in the normal course of business. The Company’s existing credit agreement dated December 3, 2019 remains in effect and may be used by the Company, Athene Life Re, certain other subsidiaries of the Company (together with the Company and Athene Life Re, collectively, the “Citi Borrowers ”). Citi Borrowers have entered into such an agreement with the financial institutions that are party thereto as lenders and Citibank, NA as the administrative agent for such lenders. The credit agreement is unsecured and has a covenant termination date of June 30, 2023, subject to any extension of additional 364-day terms with the consent of the extended lenders and/or a “term -out” of outstanding borrowings (whereby, at the option of the Company, outstanding borrowings may be converted into term loans which may mature up to one year after the original maturity date), in each case in accordance with the terms of the Credit Agreement. As part of the Credit Agreement, Athene Life Re has entered into a guarantee, dated July 1, 2022 (the “Guarantee”), with the Administrative Agent, pursuant to which Athene Life Re has guaranteed all obligations of the Company under and in respect of the Credit Agreement and other related loan documents. Interest accrues on outstanding borrowings under the Credit Agreement at an annual rate equal to: (i) the SOFR Adjusted Term (as defined in the Credit Agreement) plus a margin determined on a sliding scale of 1.000% to 1.250% based on the Financial Strength Rating (as defined in the Credit Agreement) of Athene Life Re (currently 1.100%) or (ii) the Prime Rate (as defined in the credit agreement) plus a margin determined on a sliding scale from 0.000% to 0.250% based on Athene Life Re’s financial strength rating (currently 0.100%). Under the credit agreement, borrowers pay a fee on undrawn commitments on a sliding scale of 0.100% to 0.175% based on Athene Life Re’s financial strength rating (currently 0.125%). These charges are automatically adjusted in the event of a public announcement of a change in Athene Life Re’s financial strength rating. The Credit Agreement contains a number of customary representations and warranties and affirmative and negative covenants, including including covenants restricting, subject to certain exceptions, the following: the ability of material subsidiaries to incur additional debt and post guarantees; the possibility of creating privileges on the assets of the Borrowers and on the participations of the important subsidiaries; the ability of any borrower or material subsidiary to make fundamental changes; the ability of any borrower or affiliate to engage in certain transactions with affiliates; and the ability to change the nature of the Borrowers’ activities. The credit agreement also includes a financial covenant consisting of a requirement for Athene Life Re to maintain a minimum consolidated net worth (as defined in the credit agreement) equal to $9,326,100,000. In addition, the Credit Agreement contains customary events of default, subject to certain materiality thresholds and grace periods for some of these events of default. Events of default include payment defaults, covenant defaults, material misstatements in representations and warranties, certain cross defaults, bankruptcy and liquidation proceedings and other customary defaults. In the event of default, the credit agreement provides, among other things, that the commitments may be terminated and that the loans then outstanding may be declared due.


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